How is 'Control' defined in the Surestay Hotel By Best Western franchise agreement?
Surestay_Hotel_By_Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
The following capitalized terms will have the meanings set forth after each term:
- "Affiliate" means any natural person or firm, corporation, partnership, limited liability company, association, trust or other entity which, directly or indirectly, controls, is controlled by, or is under common Control with, the subject entity.
- "Agreement" means this Franchise Agreement, including any exhibits, attachments and addenda.
- "Anti-Corruption Laws" means all applicable anti-corruption, anti-bribery, anti-money laundering, books and records, and internal controls laws of the United States and the United Kingdom, including the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act of 2010.
- "Brand" means the brand name (e.g., "SureStay", "SureStay Plus", or "SureStay Studio") set forth in the Addendum.
- "Change of Ownership Application" means the application that is submitted to us by you or the Transferee for a new franchise agreement in connection with a Change of Ownership Transfer.
- "Change of Ownership Transfer" means any proposed Transfer that results in a change of Control of Franchisee, the Hotel, or the Hotel Site and is not otherwise permitted by this Agreement, all as set out in Subsection 13.2.3.
- "Competing Brand" means a hotel brand or trade name that, in our sole business judgment, competes with the System, or any System Hotel.
Source: Item 23 — Receipts (FDD pages 88–286)
What This Means (2025 FDD)
According to the 2025 Franchise Disclosure Document, the Surestay Hotel By Best Western franchise agreement defines "Affiliate" as any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. This definition is important because it establishes the scope of relationships that could impact the franchisee's obligations and the franchisor's rights.
The definition of "Change of Ownership Transfer" includes any transfer that results in a change of control of the franchisee, the hotel, or the hotel site, further emphasizing the importance of understanding what constitutes control within the franchise agreement. This is particularly relevant when considering selling the franchise or transferring ownership, as any transaction that alters control is subject to specific requirements and potential restrictions outlined in Subsection 13.2.3 of the agreement.
For a prospective Surestay Hotel By Best Western franchisee, understanding the definition of "Control" is crucial. It determines who is considered an affiliate and what transactions might trigger the "Change of Ownership Transfer" provisions. This knowledge is essential for making informed decisions about the franchise's operation, potential sale, and overall compliance with the franchise agreement.